US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDED FORM 10-QSB

(Mark One)
[x]	QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF 
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 
1998

[ ]	TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: 

Commission file number: 000-29722

AURORA ENERGY, LTD.
(Exact name of small business issuer as specified in 
its charter)

NEVADA 
State or other jurisdiction of incorporation	

91-1780941
(IRS Employer Identification No.)or organization) 

3760 North U.S. 31 South, Traverse City, MI 49684
(Address of principal executive offices)

(616) 941-0073
(Issuer's telephone number)

N/A
(Former name, former address and former fiscal year, 
if changed since last report)

Check whether the issuer (1) filed all reports 
required to be filed by Section 13 or 15(d) of the 
Exchange Act during the past 12 months (or for such 
shorter period that the registrant was required to 
file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.  
Yes __X__  No  ______

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and 
reports required to be filed by Section 12, 13 or 
15(d) of the Exchange Act after the distribution of 
securities under a plan confirmed by court.  
Yes ____  No _____

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the 
issuer's classes of common equity, as of the latest 
practicable date: 8,691,697 

Transitional Small Business Disclosure Format (check 
one); Yes __ No   X  

<PAGE>
Part I - Financial Information
Item 1 - Financial Statements

<TABLE>
AURORA ENERGY, LTD.
(a development stage company)

STATEMENT OF FINANCIAL POSITION
<CAPTION>
							(Unaudited)	(Unaudited)
							Sept. 30,	Sept. 30,
		ASSETS				1998		1997
<S>							<C>		<C>
Current assets
	Cash and cash equivalents		$  404,665	$    84,093

	Accounts receivable			   229,451	    474,490
		
	Prepaid expenses				     6,194		--

Total current assets				   640,310	    558,583

Oil and gas properties, not subject to 
amortization, using full cost accounting   1,986,273      361,741

Investment in oil and gas partnerships	   138,222	    143,000

Property and equipment, net			    62,975		1,500

Total assets					$2,827,780   $1,064,824

See notes to financial statements
</TABLE>


LIABILITIES AND STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
							(Unaudited)	(Unaudited)
							Sept. 30,	 Sept. 30,
						     	1998	     	 1997
<S>							<C>		<C>
Current liabilities
	Accounts payable				$  728,277	$   223,830
	Current portion of capital 
	lease obligations 			    10,170		--
	Line of credit  				   490,000		--
	Loan from Brittania Holdings			-- 	    500,000
	Advances from affiliates			-- 	    125,000
	Advances from investors			    23,265	     69,000
	Accrued expenses				    22,215	     29,195

Total current liabilities			 1,273,927	    947,025

Capital lease obligations, net of 
current portion					    26,068		--

Total liabilities					 1,299,995	    947,025

Stockholders equity 
	Common stock, $.001 par value; 
	500,000,000	shares authorized; 
	8,691,697 shares issued
	and outstanding				     8,692		6,720
	Additional paid-in capital		 1,869,073	    201,295
	Deficit accumulated during 
	the development Stage			  (349,980)	    (90,216)

Total stockholders' equity			 1,527,785	    117,799

Total liabilities and stockholders' equity						$2,827,780	 $1,064,824

See notes to financial statements
</TABLE>

<PAGE>
AURORA ENERGY, LTD.
(a development stage company)

STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
								For the
				For the	For the	period	For the
				9 months	3 months	3/12/97	3 months
				ended		ended		(inception)	ended
				9/30/98	9/30/98	to 9/30/97	9/30/97
<S>				<C>		<C>		<C>		<C>
Operating revenues	$19,606	$12,079	$	--	$	--
Other revenue		  6,976	  4,885	  13,817	  13,817
General and 
administrative 
expenses			381,162	106,103	  95,528	  87,607

Operating loss	     (354,580)    (89,139)	 (81,711)	 (73,790)

Other income (expense)			
	Equity in loss of 
	investee 
	partnerships	(43,865)	  2,942		--		--
	Gain on sale 
	of assets		300,000	300,000		--		--
	Interest income 	 11,640	    597		--		--
	Interest expense	(12,331)	 (8,448)	  (7,990)	  (7,990)

Other expense, net	255,444	295,091	  (7,990)	  (7,990)

Net loss		     $(99,136)   $205,952     $(89,701)	$(81,780)

Net loss per basic 
and diluted common 
share				$ (.011)	  $.037	$  (.016)	$  (.012)

See notes to financial statements
</TABLE>

<PAGE>
AURORA ENERGY, LTD.
(a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM MARCH 12, 1997 (INCEPTION)
THROUGH SEPTEMBER 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
					      	Deficit
							Accumulated
							Add'l		 During the
			  Common Stock		Paid in	 Developmental
			Shares	Amount	Capital	 Stage	Totals
<S>			<C>		<C>		<C>		<C>		<C>
Common stock issued
for cash at $.001
per share  		  514,997	$  515	$ --		$  --		$  515

Common stock issued
for cash at $.025
per share		  580,000	   580	 13,920	   --		14,500

Common stock issued
in exchange for
interest in oil and
gas partnership 	5,575,200	 5,575	137,425	   --	     143,000

Common stock issued
for cash at $1.00
per share		   50,000	    50	 49,950	   --	      50,000

Common stock issued
in exchange for
cancellation of loan
at $.7142857 
per share		  700,000	   700	499,300	   --	     500,000

Common stock issued
for cash at $.90 
per share   	1,191,500	 1,192    1,071,158	   --	   1,072,350

Common stock options
issued to consultant
and non-employee
director 		    --	   --	       17,400	   --		17,400

Common stock issued
in exchange for oil
and gas working 
interests		   80,000	    80 	 79,920  	   --      80,000	

Net loss	         --		   --		  --	    (349,980)  (349,980)

Balance at
Sept. 30, 1998   $8,691,697   $8,692   $1,869,073  $(349,980) $1,527,785

See notes to financial statements
</TABLE>

<PAGE>
AURORA ENERGY, LTD.
(a development stage company)

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM MARCH 12, 1997 (INCEPTION)
THROUGH SEPTEMBER 30, 1997 AND FOR THE NINE MONTHS ENDED 
SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
							(Unaudited)	(Unaudited)
							1998		1997
<S>							<C>		<C>
Cash flows from operating activities:
	Net loss					$  (99,136)	$  (89,701)
	Adjustments to reconcile net loss 
	to net cash used in operating 
	activities:
		Depreciation and amortization	      6,279		--
		Equity in loss of investee 
		partnership				     43,865		--
		Services received in exchange 
		for stock options				-- 		--
		Changes in operating assets and 
		liabilities which	provided 
		(used) cash:
			Accounts receivable	     74,719	   (474,490)
			Prepaid expenses		     (1,244)	--
			Accounts payable		    542,125	    223,830
			Accrued expense		     (1,087)     29,195

Net cash used in operating activities	    565,521	   (311,166)

Cash flows from investing activities
	Acquisition of interests in oil 
	and gas properties			 (1,205,423)   (361,741)
	Acquisition of interests in 
	investee partnerships			    (82,773)	--
	Capital expenditures for property 
	and equipment				     (6,950)     (1,500)

Net cash used in investing activities      (1,295,146)   (363,241)

Cash flows from financing activities
	Proceeds from the sale of common stock  198,450	     64,500
	Proceeds of loan from financial 
	institution				          490,000	    500,000
	Advances from affiliate				-- 	    125,000
	Repayment of advancement from 
	affiliate						-- 		--
	Advances from investors			     23,265	     69,000
	Payments to investors			    (89,000)	--
	Payments made to reduce capital 
	lease obligations				     (6,833)	--

Net cash provided by financing activities	    615,882	    758,500

Net increase in cash and cash equivalents	   (113,743)     84,093

Cash and cash equivalents, beginning 
of period						    518,408		--

Cash and cash equivalents, end of period	   $404,665	    $84,093

See notes to financial statements
</TABLE>

<PAGE>
AURORA ENERGY, LTD.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1   BASIS OF PRESENTATION

The accompanying unaudited condensed financial 
statements have been prepared in accordance with 
generally accepted accounting principles for interim 
financial information and with the instructions to 
form 10-QSB and Article 10 of Regulation S-X.  
Accordingly, they do not include all of the 
information and footnotes required by generally 
accepted accounting principles for complete financial 
statements.  In the opinion of management, all 
adjustments (consisting only of normal recurring 
accruals and recognition of equity in the results of 
operations of affiliates) considered necessary for a 
fair presentation have been included.  Operating 
results for the nine-month period ended September 30, 
1998 are not necessarily indicative of the results 
that may be expected for the year ended December 31, 
1998.  For further information, refer to the financial 
statements and footnotes thereto included in the 
Company's annual report for the period March 12, 1997 
(inception) through December 31, 1997.

NOTE 2   COMPUTATION OF LOSS PER SHARE

Loss per share is computed for the nine months ended 
September 30, 1998 and for the period March 12, 1997 
to September 30, 1997, using the weighted average 
number of common shares outstanding during the period 
(8,654,822 and 5,584,764 respectively) determined 
pursuant to Statement of Financial Accounting 
Standards (SFAS) No. 128, "Earnings Per Share".  
This Statement requires a dual presentation and 
reconciliation of "basic" and "diluted" per share 
amounts.  Diluted reflects the potential dilution of 
all common stock equivalents.  Since the assumed 
exercise of common stock options would be anti-
dilutive for all periods presented, such exercise is 
not assumed for purposes of determining diluted loss 
per share.  Accordingly, diluted and basic per share 
amounts are equal.

Item 2 Plan of Operations

The Company seeks to maximize stock price and 
shareholder value through exploration in lower risk 
shale natural gas plays and through the acquisition of 
properties with proven production and positive cash 
flow.  The Company's short-term goal (the next 12 
months) is to acquire or to find through exploration 
and bring on line enough production and positive cash 
flows to cover its general and administrative 
expenses.  The Company's long term goals include 
continued building of reserves and cash flows from 
production to allow for further development of 
existing properties, mortgaging proved developed 
reserves to finance continued exploration and growth 
in value through development of untapped Antrim Shale, 
New Albany Shale or other formations.

The Company should be able to meet its cash 
requirements for the rest of the 1998 calendar year.  
It will be necessary to raise additional funds for 
operations into 1999.  These funds may be raised in 
part by selling additional shares of the Company's 
common stock through a private placement, and in part, 
by the sale of undeveloped or incomplete oil and gas 
properties and projects.  The Company is also 
attempting to obtain recourse financing for the 
acquisition of productive properties capable of adding 
positive cash flows after servicing the related debts.

The Company anticipates no change in the number of 
employees.  

YEAR 2000 DISCLOSURES:

Background

The Year 2000 Issue is a result of computer programs 
being written to recognize two digits instead of four 
to identify the applicable year.  Date sensitive 
computer programs may then interpret dates using "00" 
as the year 1900 rather than the year 2000.  This 
could cause system failures, miscalculations or other 
system disruptions, which might temporarily interrupt 
the Company's ability to engage in normal business 
activities.

Plan And State Of Readiness

The Company has addressed the most direct problems 
associated with the Year 2000 Issue. The Company has 
obtained written assurances from the appropriate 
vendors and manufacturers that 100% of the Company's 
computer hardware, and that 100% of all date sensitive 
software currently in use by the Company, are Year 
2000 compliant.  Consequently, the Company anticipates 
no expenditures will be required to bring 
administrative software and hardware in compliance 
with Year 2000 requirements.

The Company has only just begun communicating with 
third parties and examining non-information-technology 
systems to determine their state of readiness.  The 
Company anticipates that by mid-1999 its survey of 
material vendors and partners and the inspection of 
non-information-technology systems will be complete.  
The Company has only a few non-information-technology 
systems and does not expect the costs of remediation 
to be material.  The Company estimates that the survey 
of non-information-technology systems and third 
parties whose lack of readiness for the Year 2000 
could materially affect the Company's ability to 
conduct normal day-to-day operations is 5% complete.

The costs to the Company for a lack of readiness on 
the part of vendors, customers and partners are 
limited to whatever the temporary interruption of 
business functions would total. The major risks would 
be interruptions in communications, banking, and cash 
flows if the pipelines and final purchasers of the 
Company's gas and oil production are not in 
compliance.  Cash flow could also be impacted if 
industry partners who operate oil and gas properties 
in which the Company is invested suffer business 
interruptions due to their own lack of readiness, or 
due to third party vendors' and/or customers' lack of 
readiness for the Year 2000 problem. 

Contingency Plans

Temporary interruptions in the Company's cash flows 
due to Year 2000 Issue problems affecting purchasers 
of the Company's oil and gas production are not 
expected to present material difficulties.  If, for 
the same reasons, more protracted cash flow 
interruptions are encountered, the Company plans to 
access unused lines of credit and/or borrow from 
affiliated entities to cover the most necessary 
disbursements until such time as the normal order of 
business is restored.

Part II
Item 4.  Submission of Matters to a Vote of Security 
Holders

The annual meeting of the shareholders was conducted 
on September 30, 1998.  The Board of Directors was 
elected in its entirety.  Thomas W. Tucker, William W. 
Deneau, John V. Miller, Jr., and Gary J. Myles were 
elected for terms extending until the next annual 
meeting of the shareholders.  Each director was 
elected on a vote of 7,850,192 shares in favor and 11 
shares against.

Rehmann Robson, P.C. of Traverse City, Michigan, was 
appointed to continue to serve as the Company's 
independent auditors, with a vote of 7,300,192 shares 
in favor and 550,011 shares abstaining.

An amendment to the Company's Bylaws was approved, 
moving the date for the annual meeting from September 
30 to May 15 of each year.  The vote was 7,300,137 
shares in favor, with 550,066 shares abstaining.

An amendment to the Company's Bylaws was approved, 
deleting a provision that permitted amendment of the 
bylaws only by the shareholders, and substituting the 
following provision:

These Bylaws may be amended or repealed, or new bylaws 
may be adopted, by vote of a majority of the directors 
then in office or by the affirmative vote of a 
majority of the shares entitled to vote at any regular 
or special meeting of the stockholders.  The 
stockholders may specify particular provisions of 
these Bylaws which shall not be altered or repealed by 
the Board of Directors.

The vote was 6,545,137 shares in favor, 755,000 shares 
opposed, and 550,066 shares abstaining.

<PAGE>
<TABLE>

Item 6  Index to Exhibits

<S>	<C>	<C>						<C>
(2)		Plan of acquisition			None

(3)	(i)	Restated Articles of Incorporation

	(ii) Bylaws

(4)		Instruments defining the	Incorporated by reference
		rights of security holders	from Form 10-SB

(10)		Material contracts		Incorporated by reference
							from Form 10-SB

	P	Bank Loan Documents		Incorporated by reference
							From Form 10-QSB,
							Second Quarter 1998

(11)	Statement regarding computation of per 
	share earnings				None

(15)	Letter on unaudited interim 
	financial information			None

(18)	Letter on change in accounting 
	principles					None

(22)	Published report regarding matters 
	submitted to vote				None

(24)	Power of Attorney				None

(27)	Financial Data Schedule

(99)	Additional Exhibits			None
</TABLE>

SIGNATURES

In accordance with the requirements on the Exchange 
Act, the registrant caused this report to be signed on 
its behalf by the undersigned, thereunto duly 
authorized.

Date:  February 22, 1999	

AURORA ENERGY, LTD.

By: //William W. Deneau, President//


<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
AURORA ENERGY, LTD.

KNOW ALL MEN BY THESE PRESENTS:

That we the undersigned, having this day associated 
ourselves together for the purpose of forming a 
corporation under and by virtue of the laws of the 
State of Nevada, hereby adopt the following Articles 
of Incorporation: 

ARTICLE I

The name of the corporation is Aurora Energy, Ltd. 

ARTICLE II

The principal place of business of the corporation 
located within the State of Nevada shall be 825 N. 
Lamb, No. 77, Las Vegas, Nevada.  Corporate mail to be 
directed to: P. O. Box 70011, Las Vegas, Nevada 89170-
0011, in Clark County.  The Board of Directors may 
establish from time to time other offices within and 
without the State of Nevada. 

ARTICLE III

The nature of the business or purposes proposed to be 
transacted or carried on by the corporation shall be 
to engage in any lawful activity.

ARTICLE IV

The total authorized capital stock of the corporation 
is the amount of Five Hundred Million shares of common 
stock having a par value of $.001 per share.

ARTICLE V

The names and post office addresses of the Board of 
Directors of Aurora Energy, Ltd. are as follows: 

William W. Deneau
President and Director
2533 N. Carson Street
Carson City, NV  89706

Barbara J. Johnson
Secretary
2533 N. Carson Street
Carson City, NV  89706

Thomas W. Tucker
Treasurer and Director
2533 N. Carson Street
Carson City, NV  89706

John V. Miller
Director and Vice President
2533 N. Carson Street
Carson City, NV  89706

Gary J. Myles
Director
2533 N. Carson Street
Carson City, NV  89706

The business and affairs of the Corporation shall be 
conducted by a board of directors of such number as 
the By-laws may provide:  but the directors may not be 
less than three.  A governing board of directors may 
elect to increase the number of directors by a vote of 
the board. 

ARTICLE VI

Consideration for issuance of shares may be paid in 
whole or in part, in money, labor, property, or other 
things of value to the Corporation. When payment of 
the consideration for which said shares are to be 
issued shall have been received by the Corporation, 
such shares shall be deemed to be fully paid and non-
assessable.  In absence of fraud in the transaction, 
the judgment of the Board of Directors as to the value 
of the consideration for shares shall be conclusive. 

ARTICLE VII

The Board of Directors shall have the power to 
authorize from time to time, other classifications of 
stock, such as preferred, special, or additional 
common, and to designate the number of said shares and 
shall fix and determine the designations, rights, 
preferences or other variations of each class or 
series of stock.  The Board of Directors shall also 
have the power to authorize the issuance of bonds, and 
variations of same for any purpose determined by the 
Board, to be in the best interests of the Corporation, 
and its shareholders. 

ARTICLE VIII

The Corporation shall have perpetual existence. 

ARTICLE IX

Any one or more of the directors may be removed, with 
or without cause, at any time by a vote or written 
consent of the stockholders representing a majority of 
the issued and outstanding capital stock of the 
Corporation entitled to voting power.

ARTICLE X

The Board of Directors shall elect or appoint 
officers: president, secretary, treasurer, etc., a 
resident agent, and such other officers, agents, 
advisors or others for the administration of the 
business of the Corporation as it shall from time to 
time determine.  Officers of the Corporation need not 
be members of the Board of Directors. 

ARTICLE XI

In furtherance and not in limitation of the powers 
vested by law, the Board of Directors is expressly 
authorized: 

A.	To hold meetings within or without the State of 
Nevada. 

B. If the By-laws so provide, to designate two or 
more of its number to constitute an Executive 
Committee, which Committee shall have and 
exercise any or all of the powers of the Board 
of Directors in the management of the business 
and affairs of the Corporation. 

C. Subject to the Bylaws: to make, alter, amend or 
change the By-laws of the Corporation. 

D. Subject to the By-laws, to appoint a resident 
agent of the state of domicile; to dismiss the 
registrant agent and file an appointment of 
another resident agent, for any valid reason 
what-so-ever.

ARTICLE XII

To the extent permitted by law, the private property 
of each and every stockholder, officer and director of 
the Corporation, real or personal, tangible or 
intangible, now owned or hereafter acquired by any of 
them, is and shall be forever exempt from all debts 
and obligations of the Corporation, of any type what-
so-ever. 

ARTICLE XIII

The Corporation shall indemnify all of its officers 
and directors, present and future, against any and all 
expenses incurred by them, and each of them including, 
but not limited to, legal fees, judgments, and 
penalties which may be incurred, rendered, or levied 
in any legal action brought against any or all of them 
for or on account of any act or omission alleged to 
have been committed while acting within the scope of 
their duties as officers or directors of this 
Corporation.

ARTICLE XIV

The names and post office addresses of the 
incorporators are as follows:

Name               Post Office Address
H. Eugene Gerke    P.O. Box 70011, Las Vegas, NV 89170
Nicky R. Vaughn    P.O. Box 390, Brisbane, CA 94005
Harold D. Blethen  P.O. Box 6175, San Jose, CA 95150

ARTICLE XV

The Corporation's shareholders do not have a 
preemptive right to acquire the Corporation's unissued 
shares. 

ARTICLE XVI

A director or officer is not liable for damages for 
breach of fiduciary duty as a director or officer 
except for: (a) acts or omissions which involve 
intentional misconduct, fraud or a knowing violation 
of the law; or (b) the payment of a distribution in 
violation of NRC 78.300.


<PAGE>
BY-LAWS
OF
AURORA ENERGY, LTD.
(A corporation whose domicile is the State of Nevada)

ARTICLE I - OFFICES

Section 1.  The registered office of the Corporation 
in the State of Nevada shall be at 2533 N. Carson 
Street, Carson City, Nevada 89706.

The registered agent in charge thereof shall be:  
LAUGHLIN & ASSOCIATES OF CARSON CITY, NEVADA.

Section 2.  The Corporation may also have offices at 
such other places as the Board of Directors may from 
time to time appoint or the business of the 
Corporation may require.

ARTICLE II - SEAL

Section 1.  The Corporate Seal shall have inscribed 
thereon the name of the Corporation, the year of its 
organization and the words "Corporate Seal", NEVADA.  
However, a Corporate Seal shall not be a requirement.

ARTICLE III - STOCKHOLDERS' MEETING

Section 1.  The meetings of stockholders shall be held 
at the registered office of the Corporation in the 
State of Michigan or such place, either within or 
without this State, as may be selected from time to 
time by the Board of Directors.

Section 2.  ANNUAL MEETINGS: The annual meeting of the 
stockholders shall be held on May 15 of each year if 
not a Saturday, Sunday or legal holiday, and if a 
Saturday, Sunday or legal holiday, then on the next 
secular day following, at the time and place 
designated by the Board.  At the annual meeting, the 
stockholders shall elect Directors and transact such 
other business as may properly be brought before the 
meeting.  

Section 3.  ELECTION OF DIRECTORS: Elections of the 
Directors of the Corporation may be by written ballot.

Section 4.  SPECIAL MEETINGS; Special meetings of the 
stockholders may be called at any time by the 
President, or the Board of Directors, or stockholders 
entitled to cast at least Twenty-five percent of the 
votes which all stockholders are entitled to cast at 
the particular meeting.  At any time, upon written 
request of any person or persons who have duly called 
a special meeting, it shall be the duty of the 
Secretary to fix the date of the meeting, to be held 
not more than sixty days after receipt of the request, 
and to give due notice thereof.  If the Secretary 
shall neglect or refuse to fix the date of the meeting 
and give notice thereof, the person or persons calling 
the meeting may do so.

Business transacted at all special meetings shall be 
confined to the objects stated in the call and matters 
germane thereto, unless all stockholders entitled to 
vote are present and consent, or such shareholders as 
control a majority of votes of all outstanding shares.

Written notice of a special meeting of stockholders 
stating the time and place and object thereof, shall 
be given to each stockholder entitled to vote thereat 
at least ten days before such meeting, unless a 
greater period of notice is required by statute in a 
particular case.

Section 5.  QUORUM: A majority of the outstanding 
shares of the Corporation entitled to vote, 
represented in person or by proxy, shall constitute a 
quorum at a meeting of stockholders.  At the meeting 
at which a quorum shall be present or represented, any 
business may be transacted which might have been 
transacted at the meeting as originally noticed.  If 
less than a majority of the outstanding shares 
entitled to vote is represented at a meeting, a 
majority of the shares so represented may adjourn the 
meeting without further notice.  The stockholders 
present at a duly organized meeting may continue to 
transact business until adjournment, notwithstanding 
the withdrawal of enough stockholders to leave less 
than a quorum.

Section 6.  PROXIES: Each Stockholder entitled to vote 
at a meeting of stockholders or to express consent or 
dissent to Corporate action in writing without a 
meeting may authorize another person or persons to act 
for him by proxy, but no such proxy shall be voted or 
acted upon after three years from its date, unless the 
proxy provides for a longer period.

A duly executed proxy shall be irrevocable if it 
states that it is irrevocable and if, and only as long 
as, it is coupled with interest sufficient to law to 
support an irrevocable power.  A proxy may be made 
irrevocable regardless of whether the interest with 
which it is coupled is an interest in the stock itself 
or an interest in the Corporation generally.  All 
proxies shall be filed with the Secretary of the 
meeting before being voted upon.

Section 7.  NOTICE OF MEETINGS: Whenever stockholders 
are required or permitted to take any action at a 
meeting, a written notice of the meeting shall be 
given which shall state the place, date and hour of 
the meeting and in the case of a special meeting, the 
purpose or purposes for which the meeting is called.

Unless otherwise provided by law, written notice of 
any meeting shall be given not less than ten nor more 
than sixty days before the date of the meeting to each 
stockholder entitled to vote at such meeting.

Section 8.  CONSENT IN LIEU OF MEETINGS: Any action 
required to be taken at any annual or special meeting 
of stockholders of the Corporation, or any action 
which may be taken at any annual or special meeting of 
such stockholders, may be taken without a meeting, 
without prior notice and without a vote, if a consent 
in writing, setting forth the action so taken, shall 
be signed by the holders of outstanding stock having 
not less than a majority of the number of votes that 
would be necessary to authorize or take such action at 
a meeting at which all shares entitled to vote thereon 
were present and voted.  Prompt notice of the taking 
of the Corporate action without a meeting by less than 
unanimous written consent shall be given to those 
stockholders who have not consented in writing.

Section 9.  LIST OF STOCKHOLDERS: The officer who has 
charge of the stock ledger of the Corporation shall 
prepare and make, at least ten days before every 
meeting of stockholders, a complete list of 
stockholders entitled to vote at the meeting, arranged 
in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the 
name of each stockholder.  No share of stock upon 
which any installment is due and unpaid shall be voted 
at any meeting.  The list shall be open to the 
examination of any stockholder, for any purpose 
germane to the meeting, during ordinary business hours 
for a period of at least ten days prior to the 
meeting, which place shall be specified in the notice 
of the meeting. The list shall also be produced and 
kept at the time and place of the meeting during the 
whole time thereof, and be inspected by any 
stockholder who is present.

In event the Corporation has become a publicly held 
entity whose shares are currently trading in the 
public market place, a certified current list of the 
Corporation's shareholders in alphabetical order, 
shall be acquired from the Corporation's Transfer 
Agent, and the Officer or Agent in charge at the 
meeting shall determine that no share of stock upon 
which any installment is due and unpaid shall be voted 
at any meeting.  In all events the list of 
shareholders shall be open to the examination of any 
shareholders, for any reason germane to the meeting.

ARTICLE IV - DIRECTORS

Section 1.  The business and affairs of this 
Corporation shall be managed by its Board of 
Directors, number three or more.  The Directors need 
not be residents of this State or shareholders in the 
Corporation.  They shall be elected by the 
stockholders at the annual meeting of stockholders of 
the Corporation, and each Director shall be elected 
for a term of: until his successor shall be elected 
and shall qualify or until his earlier resignation or 
removal.  The Board may also increase its own number 
of members and a chairman and vice-chairman.  In event 
of all Board positions being vacated, a majority vote 
of the shareholders shall elect a new Board of 
Directors.

Section 2.  REGULAR MEETINGS: Regular meetings of the 
Board shall be held without notice at the Registered 
Office of the Corporation, or at such other time and 
place as shall be determined by the Board.

Section 3.  SPECIAL MEETINGS: Special meetings of the 
Board may be called by the President at any time, with 
each Director, either personally, by telephone, or by 
facsimile transmission, or by mail, or by telegram.  
Special meetings shall be called by the President or 
Secretary in like manner and on like notice on the 
written request of a majority of the Directors in 
office.

Section 4.  QUORUM: A majority of the total number of 
Directors shall constitute a quorum for the 
transaction of business.

Section 5.  CONSENT IN LIEU OF MEETING: Any action 
required or permitted to be taken at any meeting of 
the Board of Directors, or of any committee thereof, 
may be taken without a meeting if all members of the 
Board or committee, as the case may be, consent 
thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the Board or 
committee.  The Board of Directors may hold its 
meetings, and have an office or offices, outside of 
this State.

Section 6.  CONFERENCE TELEPHONE: One or more 
Directors may participate in a meeting of the Board, 
of a committee of the Board or of the stockholders, by 
means of conference telephone or similar 
communications equipment by means of which all persons 
participating in the meeting can hear each other; 
participation in this manner shall constitute presence 
in person at such meeting.

Section 7.  COMPENSATION: Directors shall not receive 
any stated salary for their services; however by 
resolution of the Board, a fixed sum for attendance 
and expenses, if any, may be allowed for attendance at 
each regular or special meeting of the Board.  
Additionally, options for non-employee directors as 
provided in a stock option plan is provided for 
herein.  Nothing herein contained shall be construed 
to preclude any director from serving the Corporation 
in any other capacity and receiving compensation 
thereof.

Section 8.  REMOVAL: Any Director or the entire Board 
of Directors may be removed, with or without cause, by 
holders of a majority of the shares then entitled to 
vote at an election of Directors.

ARTICLE V - OFFICERS

Section 1.  The executive officers of the Corporation 
shall be chosen by the Directors and in event of a 
vacancy on the Board the remaining Directors may 
appoint a replacement. 

The Board of Directors may also choose a President, 
one or more Vice Presidents and such other officers as 
it shall deem necessary.  Any number of offices may be 
held by the same person.

Section 2.  SALARIES: Salaries of all officers and 
agents of the Corporation shall be fixed by the Board 
of Directors.

Section 3.  TERM OF OFFICE:  The officers of the 
Corporation shall hold office until their successors 
are chosen and have qualified.  Any officer or agent 
elected or, appointed by the Board may be removed by 
the Board of Directors whenever in its judgment the 
best interest of the Corporation will be served 
thereby.

Section 4.   PRESIDENT: The President shall be the 
Chief Executive Officer of the Corporation; he shall 
preside at all meetings of the stockholders and 
directors; he shall have general and active management 
of the business of the Corporation, shall see that all 
orders and resolutions of the Board are carried into 
effect, subject, however, to the right of the 
directors to delegate any specific powers, except such 
as may be by statute exclusively conferred on the 
President, to any other officer or officers of the 
Corporation.  He shall execute bonds, mortgages and 
other contracts requiring a seal, under the seal of 
the Corporation.  He shall be EX-OFFICIO a member of 
all committees, and shall have the general power and 
duties of supervision and management usually vested in 
the office of President of a Corporation.

Section 5.   SECRETARY: The Secretary shall attend all 
sessions of the Board and all meetings of the 
stockholders and act as clerk thereof, and record all 
the votes of the Corporation and the minutes of all 
its transactions in a book to be kept for that 
purpose, and shall perform like duties for all 
committees of the Board of Directors when required.  
He shall give, or cause to be given, notice of all 
meetings of the stockholders and of the Board of 
Directors, and shall perform such other duties as may 
be prescribed by the Board of Directors or President, 
and under whose supervision he shall be. He shall keep 
in safe custody the Corporate Seal of the Corporation, 
and when authorized by the Board or President, affix 
the same to any instrument requiring it.

Section 6.   TREASURER: The Treasurer shall have 
custody of the Corporate funds and securities and 
shall keep full and accurate accounts of receipts and 
disbursements in books belonging to the Corporation, 
and shall keep the moneys of the Corporation in a 
separate account to the credit of the Corporation.  He 
shall disburse the funds of the Corporation as may be 
ordered by the Board, taking proper vouchers for such 
disbursements, and shall render to the President and 
Directors, at regular meetings of the Board, or 
whenever they may require it, an account of all his 
transactions as Treasurer and of the financial 
condition of the Corporation.

ARTICLE VI - VACANCIES

Section 1.   Any vacancies occurring in any office of 
the Corporation by death, resignation, removal or 
otherwise, shall be filled by the Board of Directors.  
Vacancies and newly created Directorships resulting 
from any increase in the authorized number of 
Directors may be filled by a majority of the Directors 
then in office, although less than a quorum, or by a 
sole remaining Director.  If at any time, by reason of 
death or resignation or other cause, the Corporation 
should have no Directors in office, then any officer 
or stockholder or an executor, administrator, trustee 
or guardian of a stockholder, or other fiduciary 
entrusted with the responsibility for the person or 
estate of a stockholder, may call a special meeting of 
stockholders in accordance with the provisions of 
these By-Laws.

Section 2.  RESIGNATIONS EFFECTIVE AT FUTURE DATE: 
When one or more Directors shall resign from the 
Board, effective at a future date, a majority of the 
Directors then in office, including those who so have 
resigned, shall have power to fill such vacancy or 
vacancies, the vote thereon to take effect when such 
resignation or resignations shall become effective.

ARTICLE VII - CORPORATE RECORDS

Section 1.  Any stockholder of record, in person or by 
attorney or other agent, shall, upon written demand 
under oath stating the purpose thereof, have the right 
during the usual hours for business and with such 
advance notice to the Corporation as may be set by the 
State of Nevada to inspect for any proper purpose the 
Corporation's list of its stockholders, and its other 
books and records, and to make copies or extract 
therefrom.  A proper purpose shall mean a purpose 
reasonably related to such person's interest as a 
stockholder.  In every instance where attorney or 
other agent shall be the person who seeks the rights 
to inspection, the demand under oath shall be 
accompanied by a Power of Attorney or such other 
writing which authorizes the attorney or other agent 
to so act on behalf of the stockholders.  The demand 
under oath shall be directed to the Corporation at its 
registered office in this State or at its principal 
place of business.

ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

Section 1.   The stock certificates of the Corporation 
shall be numbered and registered, the transfer books 
of the Corporation as they are issued, or by the 
Corporation's Registrar.  They shall bear the 
Corporate Seal and shall be signed by the Corporate 
transfer agent.

Section 2.   TRANSFERS: Transfers of shares shall be 
made on the books of the Corporation by the Registrar 
in behalf of the Corporation only upon surrender of 
the certificates therefore, endorsed by the person 
named in the certificate or by attorney, lawfully 
constituted in writing.  No transfer shall be made 
which is inconsistent with law.  A "Do Not Transfer" 
demand may be made by the Corporation to its Registrar 
if for lawful reasons.

Section 3.  LOST CERTIFICATES: The Corporation may 
issue a new certificate of stock in the place of any 
certificates theretofore signed by it, alleged to have 
been lost, stolen or destroyed, and the Corporation 
may require the owner of the lost, stolen or destroyed 
certificate, or his legal representative to give the 
Corporation a bond sufficient to indemnify it against 
any claim that may be made against it on account of 
the alleged loss, theft or destruction of any such 
certificates or the issuance of such new certificates.

Section 4.  RECORD DATE:   In order that the 
Corporation may determine the stockholders entitled to 
notice of or to vote at any meeting of stockholders or 
any adjournment thereof, or to express consent to 
Corporate action in writing without a meeting, or 
entitled to receive payment of any dividend or other 
distribution or allotment of any rights, or entitled 
to exercise any rights in respect of any change, 
conversion or exchange of stock or for the purpose of 
any other lawful action, the Board of Directors may 
fix, in advance, a record date, which shall not be 
more than sixty nor less than ten days before the date 
of such meeting, nor more than sixty days prior to any 
other action.

If no record date is fixed:

(a)	The record date for determining stockholders 
entitled to notice or to vote a meeting of 
stockholders shall be at the close of business on the 
day next preceding the day on which notice is given, 
or, if notice is waived, at the close of business on 
the day next preceding the day on which the meeting is 
held.

(b)	The record date for determining stockholders 
entitled to express consent to Corporate action in 
writing without a meeting, when no prior action by the 
Board of Directors is necessary, shall be the day 
which the first written consent is expressed.

(c)	The record date for determining stockholders for 
any other purpose shall be at the close of business on 
the day on which the Board of Directors adopts the 
resolution relating thereto.

(d)	A determination of stockholders of record 
entitled to notice of or to vote at a meeting of 
stockholders shall apply to any adjournment of the 
meeting; provided, however, that the Board of 
Directors may fix a new record date for adjourned 
meeting.

Section 5.  DIVIDENDS:   The Board of Directors may 
declare and pay dividends upon the outstanding shares 
of the Corporation from time to time and to such 
extent as they deem advisable, in the manner and upon 
the terms and conditions provided by statute and 
Certificate of Incorporation.

Section 6.  RESERVES:   Before payment of any 
dividends there may be set aside out of the net 
profits of the Corporation such sum or sums as the 
Directors, from time to time, in their absolute 
discretion, think proper as a reserve fund to meet 
contingencies, or for repairing or maintaining any 
property of the Corporation, or for such other 
purposes as the Directors think conducive to the 
interests of the Corporation, and the Directors may 
abolish any such reserve in the manner in which it was 
created.

ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 1.  FISCAL YEAR:   The fiscal year shall begin 
on the first day of the calendar annually.

Section 2.  CHECKS:   All checks or demands for money 
and notes of the Corporation shall be signed by such 
officer or officers as the Board of Directors may from 
time to time designate.

Section 3.  NOTICE:   Whenever written notice is 
required to be given to any person, it may be given to 
such person, either personally or by sending a copy 
thereof through the mail, or by telegram, charges 
prepaid, to this address appearing on the books of the 
Corporation, or supplied by him to the Corporation for 
the purpose of notice.  If the notice is sent by mail 
or by telegraph, it shall be deemed to have been given 
to the person entitled thereto when deposited in the 
United States mail or with a telegraph office for 
transmission to such person.  Such notice shall 
specify meeting of stockholders, the general nature of 
the business to be transacted.

Section 4.  WAIVER OF NOTICE:   Whenever any written 
notice is required by statute, or by the Certificate 
or the By-Laws of this Corporation a waiver thereof in 
writing, signed by the person or persons entitled to 
such notice, whether before or after the time stated 
therein, shall be deemed equivalent to the giving of 
such notice.  Except in the case of a special meeting 
of stockholders, neither the business to be transacted 
at, nor the purpose of the meeting need be specified 
in the waiver of notice or such meeting.  Attendance 
of a person either in person or by proxy, at any 
meeting shall constitute a waiver of notice of such a 
meeting, except where a person attends a meeting for 
the express purpose of objecting to the transaction of 
any business because the meeting was not lawfully 
called or convened.

Section 5.  RESIGNATIONS:  Any Director or other 
Officer may resign at any time, such resignation to be 
in writing, and to take effect from the time of its 
receipt by the Corporation, unless some time be fixed 
in the resignation and then from that date.  The 
acceptance of a resignation shall not be required to 
make it effective.

Section 6.  GENDER NEUTRAL:  Wherever from the context 
it appears appropriate, each term stated in the 
singular or the plural shall include the singular and 
the plural, and pronouns stated in either the 
masculine, the feminine or the neuter gender shall 
include the masculine, feminine and neuter.

ARTICLE X - ANNUAL STATEMENT

Section 1.  The President and Board of Directors shall 
present at each annual meeting a full and complete 
statement of the business and affairs of the 
Corporation for the preceding year.  Such statement 
shall be prepared and presented in whatever manner the 
Board of Directors shall deem advisable and need not 
be verified by a certified public accountant.

ARTICLE XI - AMENDMENTS

Section 1.  These Bylaws may be amended or repealed, 
or new bylaws may be adopted, by vote of a majority of 
the directors then in office or by the affirmative 
vote of a majority of the shares entitled to vote at 
any regular or special meeting of the stockholders.  
The stockholders may specify particular provisions of 
these Bylaws which shall not be altered or repealed by 
the Board of Directors.


__________________________________
Secretary